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Flying J was a family-owned company that operated travel plazas, oil refineries, a bank for trucking companies, and other related businesses. In early 2009, Crystal Call Maggelet, the majority shareholder and new CEO of Flying J, was tasked with saving the company founded by her father in 1968. In the intervening forty years Flying J had grown from four gas stations to a vertically integrated $18 billion company. Declining crude oil prices, decreased cash reserves, and multiple internal challenges forced most Flying J subsidiaries to file for bankruptcy protection. This came as a surprise to the company's lenders, suppliers, customers, and employees, who did not know the company was in trouble until it was unable to meet payroll just days before Christmas 2008.

Maggelet was determined not only to return her family's company to profitability but also to repay all of Flying J's debts, retain as many of the firm's 12,000 employees as possible, and avoid compromising employees' savings (e.g., 401K retirement accounts). All of the company's advisors told her it could not be done. They thought a more likely outcome would be paying creditors nine cents on every dollar owed. If that happened, Maggelet's family's holdings would be almost entirely wiped out according to the “priority of claims” rules in bankruptcy, and the family would end up with only 1.2 percent of a restructured Flying J.

However, to the surprise of its advisors and creditors, Flying J paid its debts in full, mostly by cutting operating costs before selling assets. The family was left with a smaller, but still very profitable company.

After students have analyzed the case they will be able to:

• Determine governance issues in family-owned businesses

• Identify the pursuit of growth as a typical cause of bankruptcy

• Understand why cash flow accounting is more important than GAAP accounting

• Grasp how huge variations can occur when calculating enterprise valuations of distressed businesses

• Understand the differences among law, governance, and ethics

Determine governance issues in family-owned businesses

Identify the pursuit of growth as a typical cause of bankruptcy

Understand why cash flow accounting is more important than GAAP accounting

Grasp how huge variations can occur when calculating enterprise valuations of distressed businesses

Understand the differences among law, governance, and ethics

The case builds upon the theoretical literature in strategy and decision-making under uncertain, complex and ambiguous situations inherent in nascent industries (Eggers and Moeen, 2019). It also bases its analysis of the central decision in the case, the merger between Aphria Inc. and Tilray, on the pertinent literature on mergers and acquisitions (DePamphilis, 2015). DePamphilis (2015). Mergers, acquisitions, and other restructuring activities: An integrated approach to process, tools, cases, and solutions. 8th ed. Academic press, San Diego, CA. Eggers and Moeen (2019). Entry Strategy for Nascent Industries: Introduction to a Virtual Special Issue. Strategic Management Journal. 42 (2), pp. 1–15.

Assessing/reassessing sources of competitive advantage and recognizing how changes in policy and technologies and globalization can change industry dynamics. Identifying the challenges that companies face when developing strategy in nascent and emerging industries and the related (sub)sectors. Analyzing a merger and deciding if it is warranted, financially and strategically. Applying industry analysis to understand dynamic forces impacting an industry, the attractiveness of an industry and how industry structures affect a company’s strategy.

The global cannabis industry emerged after Canada, selected states in the US and some other countries across the world started to legalize recreational and/or medical cannabis. Similar to any industry in its nascent stages, the industry structure was undefined, product definitions and categories were unclear and competitive landscape was evolving. It was key for decision makers such as Irwin Simon, the CEO of Aphria Inc., to devise a strategy that would enable the firm to navigate the tides of the nascent industry. Simon had a background in consumer packaged goods industry and was a proponent of gaining market power through industry consolidation moves such as mergers and acquisitions. In 2020, encounters with Tilray’s CEO presented Simon with a merger opportunity with potentials for complementarities and cost savings. The challenge for Simon was to convince the Aphria’s shareholders that the potential gains from this move outweighs its challenges.

Strategy courses (undergraduate and graduate level) • During a session on nascent industry analysis, to illustrate how companies decide whether to enter a market, how to grow and position themselves. • During a session on mergers and acquisitions, to illustrate how a company can use such strategies to gain market power and pursue consolidation. International business courses (undergraduate and graduate level) • During a session on navigating the tides of an industry that is in its nascent stage, both at the individual country level and at the global level. Cannabis industry courses (undergraduate level) • During a session on the national and global prospects of the industry from an investment, entrepreneurial or policy-making perspective. • During a session on mergers and industry consolidation strategies.

This case is one of a pair of cases used in a merger negotiation. It is designed to be used with “British Petroleum, Ltd.” (UVA-F-1263). One-half of the class prepares only the British Petroleum (BP) case, and one-half uses this case. BP and Amoco are considering a merger, and are in the process of negotiating a merger agreement. Macroeconomic assumptions, particularly forecasting future oil prices in an uncertain environment, and assumptions about Amoco's ability to reduce exploration and production costs make Amoco's future cash flows difficult to predict.

This case is one of a pair of cases used in a merger negotiation. It is designed to be used with “Amoco Corporation” (UVA-F-1262). One-half of the class prepares only the Amoco case, and one-half uses this case. BP and Amoco are considering a merger, and are in the process of negotiating a merger agreement. Macroeconomic assumptions, particularly forecasting future oil prices in an uncertain environment, and assumptions about Amoco's ability to reduce exploration and production costs make Amoco's future cash flows difficult to predict.

This case may be taught singly or used as a merger-negotiation exercise with “Daimler-Benz A. G.: Negotiations between Daimler and Chrysler” (UVA-F-1241). Set in February 1998, the case places students in the position of negotiators for the company; their task is to value both firms, assess the potential earnings dilution of a combination, and negotiate a detailed agreement with their counterpart. The case can be used to explore such interesting negotiation issues as determination of a share-exchange ratio, treatment of major stockholders, and structuring a deal. Also, the case and exercise can be used to spark a discussion of acquisition in comparison with strategic alliance, or other less formal models of combination.

In a typical strategy course, growth strategies like mergers and acquisitions (corporate strategy) are introduced in the second half of the course. To analyze the case, students will use strategies such as Porter’s five forces and resource-based view and will discuss why firms pursue mergers as a growth strategy, along with sources of synergies and risks in mergers. Finance theory used includes analyzing a given discounted cash flow analysis and perform a comparable multiples analysis to find the value of a merger target.

The industry and financial information in the case comes from publicly available sources, including company 10K reports, business press reports and publicly available industry reports. The information about Lockheed Martin’s strategy comes from interviews with Peter Clyne, former vice president for Lockheed Martin’s IS&GS division. He then held the same position for Leidos Holding Corp., after the IS&GS division was divested and incorporated into Leidos.

This case is an interdisciplinary case containing aspects of strategy and finance. Lockheed Martin made a strategic move in 2016, to divest its Information Systems & Global Strategies Division (IS&GS), which engaged in government consulting, primarily in the defense and aerospace industries. Lockheed wanted to reassess its decision to divest consulting, given the high growth rates expected in this business, particularly in cybersecurity consulting. On the other hand, if Lockheed decided to maintain its hardware focus, it wanted to expand its offerings. In addition to a strategy analysis, two possible target firms can be analyzed: Fortinet and Maxar.

This case raises a broad set of issues related to the evaluation of M&A transactions across two different industries and corporate strategy, as it relates to strategic fit of the potential targets and LM’s current capabilities. It is appropriate for the core course in strategy at the MBA or senior undergraduate level. It can also be assigned to specialized courses in Mergers and Acquisitions. It is not appropriate for a lower level strategy or finance course, as it requires students to have prior knowledge of basic finance valuation techniques.

Organizational innovation, leading change, customer service management in professional service firms.

Advanced undergraduate, MBA/executive education.

This case describes the human resource (HR) dilemma faced by BDO Hungary in 2010, an international audit and tax consulting partnership, operating in the country since 1989. In order to continue its past growth story and to reach closer to “Big Four” BDO has to enter new business segments, offer more services to its existing customers and seize higher value-added business potentials. The new strategy, however, is challenged by its incumbent, traditional core business: auditing, which is highly regulated by ethical, legal, and professional standards including non-advertisement regulations to which the resulting organizational culture and HR routines are congruent. The case is described from the perspective of the Equity Partner, HR Director and Executive MBA student, who is tasked with a new HR plan for training and development and is charged with implementing it successfully. How best to adjust current training and development policies to the best meet new strategic growth goals? How to develop existing human capital? How to make employees more commercially oriented in such a conservative, risk averse, and highly regulated environment? How to improve their customer service and the sales skill?

Exploring the importance of training and development in improving customer service levels in professional service firms operating in emerging markets. Understanding the limitations and the possibilities of transferring international HR policies and standards across borders and cultural differences.

Teaching notes.